Teleflex Inc 8-K/A, filed May 9, 2022
Teleflex Inc (TFX)
8-K/A
2022-05-09
For: 2022-04-29
View Original
Added on
April 07, 2026
About this 8-K/A
Teleflex Inc filed this 8-K/A on May 9, 2022, reporting on events of April 29, 2022.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Amendment No. 1
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Explanatory Note
This Current Report on Form 8-K/A (this “Amendment No. 1”) is being filed as an amendment to the Current Report on Form 8-K filed by Teleflex Incorporated (the “Company”) on May 5, 2022 (the “Original 8-K”). The Original 8-K was filed with the Securities and Exchange Commission to report, among other things, the results of the matters submitted to a vote by the Company’s stockholders at the Company’s 2022 Annual Meeting of Stockholders held on April 29, 2022. The purpose of this Amendment No. 1 is to amend and restate Item 5.07 in the Original 8-K in its entirety to amend a typographical error in the description of Proposal 5 that was included above the final voting results table for that proposal. Except as set forth herein, this Amendment No. 1 does not amend or update any other information set forth in the Original 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) At the 2022 Annual Meeting, the Company’s stockholders voted on:
•the election of three directors of the Company to serve for a term of three years or until their successors have been duly elected and qualified;
•the approval, on an advisory basis, of the compensation of the Company’s named executive officers;
•the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022;
•a proposal to provide for the phased-in declassification of the Board through (a) the approval of the A&R Bylaws and (b) the approval of the A&R Certificate of Incorporation, each as referenced above; and
•a stockholder proposal to amend limited voting requirements in the Company’s governing documents.
(b) The final voting results with respect to each proposal are set forth below.
1. Election of Directors
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||
| John C. Heinmiller | 38,989,160 | 533,997 | 18,681 | 1,795,180 | ||||||||||
| Andrew A. Krakauer | 33,284,554 | 6,237,581 | 19,703 | 1,795,180 | ||||||||||
| Neena M. Patil | 39,440,935 | 83,086 | 17,817 | 1,795,180 | ||||||||||
2. Advisory Vote on Compensation of Named Executive Officers
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 36,448,162 | 3,039,019 | 54,657 | 1,795,180 | ||||||||
3. Ratification of Appointment of Independent Registered Public Accounting Firm
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 39,641,133 | 1,675,589 | 20,296 | 0 | ||||||||
4. Proposal to Provide for the Phased-In Declassification of the Company’s Board of Directors through:
4A. Approval of A&R Bylaws to Provide for the Phased-In Declassification of the Company’s Board of Directors
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 39,379,357 | 90,824 | 71,657 | 1,795,180.00 | ||||||||
4B. Approval of A&R Certificate of Incorporation to Provide for the Phased-In Declassification of the Company’s Board of Directors
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 39,383,327 | 87,584 | 70,927 | 1,795,180.00 | ||||||||
5. Stockholder Proposal to Amend Limited Voting Requirements in the Company’s Governing Documents
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 37,582,320 | 1,861,775 | 97,743 | 1,795,180 | ||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 9, 2022 | TELEFLEX INCORPORATED By: /s/ Daniel V. Logue Name: Daniel V. Logue Title: Corporate Vice President, General Counsel and Secretary | ||||